Articles of Association for Vitrolife AB (publ), corporate identity number 556354-3452
1. The name of the company is Vitrolife Aktiebolag. The company is a public limited company (publ).
2. The Board of Directors shall have its registered office in the municipality of Gothenburg.
3. The purpose of the company's business shall be to engage in research, development, production and sales of biomedical solutions and pharmaceuticals and to carry out business activities consistent with this.
4. The share capital shall be no less than SEK twelve million (12,000,000) and no more than SEK forty eight million (48,000,000).
5. The number of shares shall be no less than twelve million (12,000,000) and no more than forty eight million (48,000,000).
6. The Board of Directors shall consist of no less than three and no more than 10 directors, with or without deputy directors amounting to no more than the same number.
7. The company shall have no more than two auditors with or without deputy auditors or have a registered public accounting firm as an auditor, for the auditing of the company's annual accounts and books of account, and of the administration of the Board of Directors and the Chief Executive Officer. The appointment as auditor shall apply until the close of the General Meeting of shareholders which is held during the third financial year after the election of the auditor.
8. Notice of a General Meeting of shareholders shall be given to shareholders through an announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company's website. That notice has been given shall be announced in Dagens Industri (a Swedish national daily newspaper).
Notice of the Annual General Meeting of shareholders and notice of an Extraordinary General Meeting where the question of changes in the Articles of Association will be considered shall be given no more than six weeks and no less than four weeks before the General Meeting. In other cases, notice of an Extraordinary General Meeting of shareholders shall be given no more than six weeks and no less than three weeks before the General Meeting.
To be able to participate in a General Meeting, shareholders shall give the company notice of their intention to attend not later than 12 o'clock noon on the day stated in the notice convening the General Meeting. This day may not be a Sunday, any other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and may not be earlier than the fifth working day before the General Meeting.
9. The Annual General Meeting of shareholders is held annually before the end of June.
At the Annual General Meeting of shareholders the following matters shall be dealt with:
Election of the chair for the meeting; preparation and approval of the voting list; approval of the agenda; election of one or two persons to, beside the chair, verify the minutes; determination of whether the General Meeting has been duly convened; presentation of the Annual Report and Auditors' Report and, when appropriate, the consolidated financial statements and consolidated auditors' report.
a) the adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet
b) the proposed treatment of unappropriated earnings or the accumulated loss as stated in the adopted balance sheet
c) the discharge from liability of the members of the Board of Directors and the Chief Executive Officer
Determination of the number of Board Directors and deputy Directors and, where appropriate, the number of auditors and deputy auditors; determination of the fees for the Board of Directors and auditors; election of a Board of Directors and, where appropriate, of auditors; any other matters that rest upon the General Meeting in accordance with the Swedish Companies Act or the Articles of Association.
10. The company's financial year shall be the calendar year.
11. The company's shares shall be registered in VPC records in accordance with the Financial Instruments Act (1998:1479).
Adopted at the Annual General Meeting on April 27, 2011